**Exhibit 10.6****AGREEMENT**     THIS AGREEMENT, effective as of this  day of                     , 200___, by and between EMSTECHNOLOGIES, INC., a Georgia corporation (the “Company”), and                                                              (the“Executive”).WITNESSETH:     WHEREAS, the Company wishes to assure both itself and its key employees of continuity ofmanagement and objective judgment in the event of any Change in Control (as defined below) of theCompany and to provide certain other benefits, and the Executive is a key employee of the Companyand an integral part of its management;     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereincontained, the parties hereby agree as follows:     I. TERM OF AGREEMENT.     This Agreement shall be effective immediately upon its execution by the parties hereto. Theterm of this Agreement shall be for a rolling, three-year term commencing on the date hereof, andshall be deemed automatically (without further action by either the Company or the Executive) toextend each day for an additional day such that the remaining term of the Agreement shall continueto be three years.     II. DEFINITIONS.     1. Board — The Board of Directors of the Company, or its successor.     2. Cause — The term “Cause” as used herein shall mean: (i) any act that constitutes,on the part of the Executive, (a) fraud, dishonesty, gross negligence, or willful misconduct and(b) that directly results in material injury to the Company, or (ii) the Executive’s conviction ofa felony or crime involving moral turpitude. A termination of the Executive for “Cause” based onclause (i) of the preceding sentence shall take effect 30 days after the Company gives writtennotice of such termination to the Executive specifying the conduct deemed to qualify as Cause,unless the Executive shall, during such 30-day period, remedy the events or circumstancesconstituting Cause to the reasonable satisfaction of the Company. A termination for Cause based onclause (ii) above shall take effect immediately upon giving of the termination notice.     3. Change in Control — The term “Change in Control” as used herein shall mean theoccurrence of one of the following:(i) the Company consolidates or merges with or into another corporation, or isotherwise reorganized, if the Company is not the surviving corporation in suchtransaction or if after such transaction any other corporation, association or otherperson, entity or group or the shareholders thereof own, directly or indirectly,
 

 
more than 50% of the then-outstanding shares of common stock or more than 50% of theassets of the Company; or(ii) more than 35% of the then-outstanding shares of common stock of the Companyare, in a single transaction or in a series of related transactions, sold orotherwise transferred to or are acquired by any other corporation, association orother person, entity or group, whether or not any such shareholder or anyshareholders included in such group were shareholders of the Company prior to theChange in Control; or(iii) an election, or series of related elections, of members of the Board ofDirectors shall occur such that a majority of such members following suchelection(s) shall not have been nominated or recommended for election by a majorityof the members of the Board of Directors who were serving immediately prior to suchelection(s); or(iv) the occurrence of any other event or circumstance which is not covered by (i)through (iii) above which the Board determines affects control of the Company andconstitutes a Change in Control for purposes of this Agreement;in each such case without the approval prior to the occurrence of such event or circumstance by theBoard of Directors     4. Disability — The term “Disability” shall mean the Executive’s inability as a resultof physical or mental incapacity to substantially perform his duties for the Company on a full-timebasis for a period of six months.     5. Excess Severance Payment — The term “Excess Severance Payment” shall have the samemeaning as the term “excess parachute payment” defined in Section 280G(b) (1) of the Code.     6. Severance Payment — The term “Severance Payment” shall have the same meaning as theterm “parachute payment” defined in Section 280G(b) (2) of the Code.     7. Present Value — The term “Present Value” shall have the same meaning as provided inSection 280G(d) (4) of the Code.     8. Reasonable Compensation — The term “Reasonable Compensation” shall have the samemeaning as provided in Section 280G(b) (4) of the Code.     III. BENEFITS UPON TERMINATION.     1. Termination Upon Change in Control — If a Change in Control occurs during the termof this Agreement and the Executive’s employment is terminated within 24 months thereafter, andsuch termination is a result of Involuntary Termination or Voluntary Termination, as defined below,then the benefits described in Section 2 below shall, subject to Article IV of this Agreement, bepaid or provided to the Executive. The fact that Executive is eligible for early, normal ordelayed retirement under a Company retirement plan at the time of his termination shall not makehim ineligible to receive benefits hereunder.
 

 
(a) Involuntary Termination — For purposes hereof, “Involuntary Termination”shall mean termination of employment that is involuntary on the part of theExecutive and that occurs for reasons other than Cause, Disability or death.(b) Voluntary Termination — For purposes hereof, “Voluntary Termination”shall mean termination of employment that is voluntary on the part of the Executive,and, in the judgment of the Executive, is due to, and which occurs within six monthsof:(i) the assignment to the Executive of any duties inconsistent with theExecutive’s title and status in effect prior to the Change in Control, amaterial increase or decrease in the Executive’s responsibilities at theCompany from those in effect immediately prior to the Change in Control, oran adverse alteration in the nature or status of such responsibilities(other than any such alteration to the extent incidental to the fact thatthe Company may no longer be a public company);(ii) a reduction by the Company of the Executive’s base salary from suchsalary in effect prior to the Change in Control;(iii) the relocation of the Company’s principal executive offices to alocation outside the Atlanta, Georgia metropolitan area, or the Company’srequiring the Executive to be based anywhere other than the Company’sprincipal executive offices, except for required travel on the Company’sbusiness to an extent substantially consistent with the Executive’s businesstravel obligations prior to the Change in Control;(iv) the failure by the Company, without the Executive’s consent, to pay tothe Executive any portion of the Executive’s then-current compensation(including base salary and annual bonus), or to pay to the Executive anyportion of an installment of deferred compensation under any deferredcompensation program of the Company, in each case within seven days of thedate such compensation is due;(v) the failure by the Company to continue in effect any compensation planin which the Executive participates immediately prior to the Change inControl, which is material to the Executive’s total compensation, includingbut not limited to the Company’s annual bonus plan, stock option plan, orany similar or substitute plans adopted prior to the Change in Control,unless an equitable arrangement (embodied in an ongoing substitute oralternative plan) has been made with respect to such plan, or the failure bythe Company to continue the Executive’s participation in such plan (or insuch substitute or alternative plan) on a basis not materially lessfavorable, both in terms of the amount of benefits provided and the level ofthe Executive’s participation relative to other participants, as existedimmediately prior to the Change in Control; or
 

 
(vi) the failure by the Company to continue to provide the Executive withbenefits substantially similar to those enjoyed by the Executive under anyof the Company’s life insurance, medical, health and accident or disabilityplans in which the Executive was participating immediately prior to theChange in Control, or the taking of any action by the Company which woulddirectly or indirectly materially reduce any of such benefits or woulddeprive the Executive of any material fringe benefit otherwise enjoyed bythe Executive immediately prior to the Change in Control.A termination shall not be considered voluntary within the meaning of this Agreement if suchtermination is the result of Cause, Disability or death of the Executive. The Executive’scontinued employment shall not constitute consent to, or a waiver of rights with respect to, anyact or failure to act relating to Voluntary Termination hereunder.     2. Benefits to be Provided — If the Executive becomes eligible for benefits underSection 1 above, the Company shall pay or provide to the Executive the compensation and benefitsset forth in this Section 2.(a) Salary — The Executive will continue to receive his current salary(subject to withholding of all applicable taxes and any amounts referred to inSection 2(b) below) for a period of 36 months from his date of termination in thesame manner as it was being paid as of the date of termination; provided,however, that the salary payments provided for hereunder shall be paid in asingle lump sum payment, to be paid not later than 30 days after his termination ofemployment; provided, further, that the amount of such lump sumpayment shall be determined by taking the salary payments to be made and discountingthem to their Present Value on the date the Executive’s employment is terminated.For purposes hereof, the Executive’s “current salary” shall be the highest rate ineffect during the six-month period prior to the Executive’s termination.(b) Health and Life Insurance Coverage — The health and life insurancebenefits coverage (including any executive medical plan or split dollar insuranceplan) provided to the Executive at his date of termination (or within six monthsprior to such date of termination), shall be provided by the Company at its expenseat the same level and in the same manner as if his employment had not terminated(and, if applicable, such coverage had not been terminated or modified within sixmonths prior to such date of termination), but subject to the customary changes insuch coverages if the Executive reaches age 65 or has similar changes in personal orfamily circumstances, beginning on the date of such termination and ending on thedate 12 months from the date of such termination. Any additional coverages theExecutive had at termination, including dependent coverage, will also be continuedfor such period on the same terms, to the extent permitted by the applicablepolicies or contracts. Any costs the Executive was paying for such coverages at thetime of termination shall be paid by the Executive by separate check payable to theCompany each month in advance. If the terms of any benefit plan referred to in thisSection do not permit continued participation by the Executive, then the Companywill arrange for other coverage at its expense providing substantially similarbenefits. The coverages provided for in this Section shall be applied against andreduce the period for which
 

 
COBRA will be provided, and may at the Company’s election be provided asCOBRA coverage, subject to payment by the Companyto the Executive of additional compensation equal to the excess of the COBRA premiumover the costs otherwise payable by the Executive as provided above, in each case asin effect from time to time, plus an additional amount as necessary to reimburse theExecutive for additional taxes payable on both such additional compensation and suchadditional amount at a combined tax rate of 45%.(c) Stock Options — As of the Executive’s date of termination, alloutstanding stock options granted to the Executive under any stock option plan orprogram maintained by the Company shall become 100% vested and immediatelyexercisable, and shall thereafter remain exercisable until the expiration datesotherwise in effect had the Executive remained continuously employed by the Company.(d) Effect of Death — In the event of the Executive’s death after he becomesentitled to benefits hereunder, the benefits shall be continued to his spouse forthe remainder of the applicable 36 or 12-month period. If the Executive is notmarried, the benefits shall cease on his date of death.     IV. LIMITATION OF BENEFITS.     1. Limitation of Amount — Notwithstanding anything in this Agreement to the contrary,if any of the compensation or benefits payable, or to be provided, to the Executive by the Companyunder this Agreement are treated as Excess Severance Payments (whether alone or in conjunction withpayments or benefits outside of this Agreement), the compensation and benefits provided under thisAgreement shall be modified or reduced in the manner provided in Section 2 below to the extentnecessary so that the compensation and benefits payable or to be provided to the Executive underthis Agreement that are treated as Severance Payments, as well as any compensation or benefitsprovided outside of this Agreement that are so treated, shall not cause the Company to have paid anExcess Severance Payment. In computing such amount, the parties shall take into account allprovisions of Code Section 280G, and the regulations thereunder, including making appropriateadjustments to such calculation for amounts established to be Reasonable Compensation. Thedeterminations under this Section IV.1 with regard to Excess Severance Payments shall be made by anindependent accounting firm selected by the Company and the Executive, which shall provide detailedsupporting calculations to the parties.     2. Modification of Amount — In the event that the amount of any Severance Paymentswhich would be payable to or for the benefit of the Executive under this Agreement must be modifiedor reduced to comply with this Article, the Executive shall direct which Severance Payments are tobe modified or reduced; provided, however, that no increase in the amount of any payment shall bemade without the consent of the Company.     3. Avoidance of Penalty Taxes — This Article shall be interpreted so as to avoid theimposition of excise taxes on the Executive under Section 4999 of the Code or the disallowance of adeduction to the Company pursuant to Section 280G(a) of the Code with respect to amounts payableunder this Agreement. In connection with any Internal Revenue Service examination, audit or otherinquiry, the Company and the Executive agree to take action
 

 
to provide, and to cooperate inproviding, evidence to the Internal Revenue Service that thecompensation and benefits provided under this Agreement do not result in the payment of ExcessSeverance Payments.     4. Additional Limitation — In addition to the limits otherwise provided in thisArticle, to the extent permitted by law the Executive may in his sole discretion elect to reduce(or change the timing of) any payments he may be eligible to receive under this Agreement toprevent the imposition of excise taxes on the Executive under Section 4999 of the Code or tootherwise reduce or delay liability for taxes owed under the Code.     V. MISCELLANEOUS.     1. Notices — Any notice to a party required or permitted to be given hereunder shallbe in writing and shall be deemed given when delivered and shall be hand delivered, sent byfacsimile transmission with request for confirmation of receipt, or mailed registered or certifiedmail (return receipt requested), to such party at such party’s address as specified below, or atsuch other address as such party shall specify by notice to the other.       If to the Company: EMS Technologies, Inc.    660 Engineering Dr.    Norcross, GA 30092    Attention: General Counsel     If to the Executive, to his last address provided to the Company by the Executive, and if noneas otherwise shown on the records of the Company.     2. Assignment — This Agreement shall inure to the benefit of and shall be binding uponthe parties hereto and their respective executors, administrators, heirs, personal representativesand successors, but, except as hereinafter provided, neither this Agreement nor any right hereundermay be assigned or transferred by either party thereto, or by any beneficiary or any other person,nor be subject to alienation, anticipation, sale, pledge, encumbrance, execution, levy or otherlegal process of any kind against the Executive, his beneficiary or any other person.Notwithstanding the foregoing, any person or business entity succeeding to substantially all of thebusiness of the Company by purchase, merger, consolidation, sale of assets or otherwise, shall bebound by and shall adopt and assume this Agreement and the Company shall obtain the assumption ofthis Agreement by such successor. Failure by the Company to obtain such assumption and agreementprior to the effective date of any such succession shall be a breach of this Agreement and shallentitle Executive to the same compensation and benefits upon Involuntary Termination or VoluntaryTermination as if a Change in Control had occurred.     3. No Obligation to Fund — The agreement of the Company (or its successor) to makepayments to the Executive hereunder shall represent solely the unsecured obligation of the Company(and its successor), except to the extent the Company (or its successor) in its sole discretionelects in whole or in part to fund its obligations under this Agreement pursuant to a trustarrangement or otherwise.
 

 
     4. Applicable Law — This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Georgia.     5. Arbitration of Disputes; Expenses — All claims by the Executive for compensationand benefits under this Agreement shall be directed to and determined by the Board and shall be inwriting. Any denial by the Board of a claim for benefits under this Agreement shall be deliveredto the Executive in writing within 20 days following the submission of such claim, and shall setforth the specific reasons for the denial and the specific provisions of this Agreement reliedupon. Any further dispute or controversy arising under or in connection with this Agreement shallbe settled exclusively by arbitration in Atlanta, Georgia, in accordance with the commercialarbitration rules of the American Arbitration Association then in effect. The arbitration awardshall be final and binding upon the parties, and judgment upon the award may be entered on thearbitrator’s award in any court having jurisdiction. Any arbitration award in favor of theExecutive, in whole or in part, shall include interest, at the rate of 10% per annum, on the amountawarded from the date it was due for payment as provided in this Agreement. In the event theExecutive incurs legal fees and other expenses in seeking to obtain or enforce any rights orbenefits provided by this Agreement and is successful, in whole or in part, in obtaining orenforcing any such rights or benefits through settlement, arbitration or otherwise, the Companyshall promptly pay, and any arbitration award shall include, the Executive’s reasonable legal feesand expenses incurred in enforcing this Agreement and the Executive’s share of the fees of thearbitrator. Except to the extent provided in the preceding sentence, each party shall pay its ownlegal fees and other expenses associated with any dispute, provided, that the fee for thearbitrator shall be shared equally.     6. Amendment — This Agreement may only be amended by a written instrument signed bythe parties hereto, which makes specific reference to this Agreement.     7. Severability — If any provision of this Agreement shall be held invalid orunenforceable by any court of competent jurisdiction, such holding shall not invalidate or renderunenforceable any other provisions hereof.     8. Other Benefits — Nothing in this Agreement shall limit or replace the compensationor benefits payable to the Executive, or otherwise adversely affect the Executive’s rights, underany other benefit plan, program or agreement to which the Executive is a party.     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by itsduly authorized officers and the Executive has hereunder set his hand, as of the date first abovewritten.           EMS TECHNOLOGIES, INC.                    By:      Title:         (Corporate Seal)             Attest:      Secretary                 EXECUTIVE